Selling Parties’ Deliveries. Not later than one (1) business day prior to the Closing Date, the Selling Parties will deposit (or cause to be deposited) with Escrow Agent the following items:
(i) Selling Parties’ closing instructions;
(ii) one (1) original of the Xxxx of Sale executed by each of the Selling Parties;
(iii) one (1) original of the Deed executed by the Selling Parties and duly notarized;
(iv) two (2) original executed counterparts by Safeway of the Lease Assignment unless not required pursuant to the terms of Section 7.7(b) below;
(v) two (2) original executed counterparts by Safeway or an affiliate thereof of the Supply Agreement;
(vi) two (2) original executed counterparts by Safeway or an affiliate thereof of the Transition Services Agreement; and
(vii) a copy of the Closing Statement (as hereafter defined) executed by the Selling Parties.
Selling Parties’ Deliveries at the Closing. Sellers shall deliver to Purchaser at the Closing the following items:
(i) a Xxxx of Sale from Sellers to Purchaser in form and substance acceptable to Purchaser;
(ii) a copy of the resolutions duly adopted by Sellers’ Boards of Directors and Shareholders authorizing the execution, delivery, and performance of this Agreement and the consummation of the Contemplated Transactions, certified by an officer of Sellers;
(iii) unaudited financial statements and management reports for December 31, 2010 and December 31, 2011, and each subsequent calendar quarter starting with March 31, 2012;
(iv) evidence that any and all security interests covering the Assets have been released by Sellers’ lenders or transferred to Purchaser; and
(v) all other documents or instruments required by this Agreement or reasonably required by Purchaser’s counsel to consummate the Contemplated Transactions.
Selling Parties’ Deliveries. At the Closing, RPC or Seller, as applicable, will deliver the following:
(1) The Assignment and Assumption Agreement, executed by the Selling Parties;
(2) The Xxxx of Sale executed by the Selling Parties;
(3) The Fuel Supply Agreement executed by RPC;
(4) The Interconnection Assignment Agreement executed by RPC and consented to by all required parties;
(5) The Joint Use Agreement executed by RPC;
(6) The Joint Operating Committee Agreement by RPC;
(7) The Energy Supply Agreement executed by RPC;
(8) The Quitclaim Deed executed and acknowledged by RPC;
(9) The Reciprocal Easement Agreement executed and acknowledged by RPC;
(10) The Recovery Boiler Agreement executed by RPC;
(11) The Shared Services Agreement executed by RPC;
(12) The Undivided Ownership Agreement executed by all required parties other than Buyer;
(13) The NewPage Guaranty executed by NewPage Corporation;
(14) The Non-Solicitation Agreement executed by RPC;
(15) A certificate signed by the President or a Vice President of RPC and the general partner of Seller, each solely on behalf of itself, and dated the Closing Date as to the matters set forth in Sections 6.1(1), 6.1(2) and 6.1(12);
(16) Consents, waivers or approvals obtained by the Selling Parties from third parties in connection with this Agreement;
(17) Terminations or releases of Liens on the Purchased Assets that are not Permitted Liens and a subordination of the Selling Parties’ Affiliates’ lender’s liens on the Easement Rights;
(18) A good standing certificate with respect to each Selling Party (dated as of a recent date prior to the Closing Date), issued by the applicable Secretary of State;
(19) A copy, certified by an authorized officer of each of RPC and the general partner of Seller, of the resolutions authorizing the execution and delivery of this Agreement and the Ancillary Agreements and instruments attached as Exhibits to this Agreement and to the Ancillary Agreements, and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, together with a certificate by the Secretary of each of RPC and the general partner of Seller as to the incumbency of those officers authorized to execute and deliver this Agreement and the Ancillary Agreements on behalf of the Selling Parties;
(20) The Documents, either physically at the Closing or through electronic access;
(21) A letter from AECOM permitting Buyer to rely on the AECOM “Phase I Environmental Assessment, Rumford Mill, Rumford, Maine” (AEC...
Selling Parties’ Deliveries. At the Closing, and in addition to the Transaction Documents and other documents referred to in Article III, the Shareholders and the Company shall deliver the following to Hightimes:
(a) A secretary’s certificate for the Company attaching and certifying its (i) Governing Documents; and (ii) duly executed resolutions of the board of directors of the Company (A) approving this Agreement, the Exhibits hereto and the transactions contemplated hereby, (B) providing for the resignations of all members of the board of directors of the Company, other than the Shareholders, and (C) adding four representatives of Hightimes as members of the seven person board of directors of the Company;
(b) Approval, consent from the City of Desert Hot Springs approving Hightimes as the new owner of the Company, or confirming that the Company shall continue as the sole holder of the City License;
(c) Withdrawal of Shareholders as owners of Company filed with and accepted by the City of Desert Hot Springs;
(d) Approval or consent from the State of California BCC approving Hightimes as the new owner of Company and, thereby, an owner of the State Company License; and
(e) Withdrawal of Shareholders as 100% owners of the Company filed with and accepted by the BCC.
Selling Parties’ Deliveries. On or before Closing, the Selling Parties shall deliver (or caused to be delivered) to Purchaser the following:
Selling Parties’ Deliveries. At the Closing, the Selling Parties are delivering to the Buyer the following:
Selling Parties’ Deliveries. At the Closing, the Selling --------------------------- Parties shall deliver or cause to be delivered, in form, substance and manner reasonably satisfactory to the Purchaser, the following items:
(a) to the Purchaser's order, the Unit Certificate evidencing the Purchased Units (which may bear any appropriate legend), duly endorsed by the Seller in blank as of the Closing Date or accompanied by a written assignment of the Units executed by the Seller and dated as of the Closing Date;
(b) a copy of the certificate of formation of the New Company, including any certificate of merger required in connection with the Reorganization, certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days before the Closing Date;
(c) the original Limited Liability Company Agreement of the New Company, executed by the Seller;
(d) the Amended and Restated Limited Liability Agreement of the New Company, in the form attached to this Agreement as Exhibit 25.
(e) an Entity Good Standing Certificate with respect to the New Company, dated as of a date no earlier than ten (10) days before the Closing Date; (f) a Tax Certificate with respect to the New Company, dated as of a date no earlier than ten (10) days before the Closing Date;
(g) a certificate from the Secretary of State or other appropriate official in each state in which the New Company is required to qualify to do business, to the effect that the New Company is qualified to do business in such state, as of a date not earlier than ten (10) days before the Closing Date;
(h) a copy of the certificate of incorporation of Seller, certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days before the Closing Date;
(i) a copy of the bylaws of Seller, certified by the Secretary of the Seller as of the Closing Date;
(j) an Entity Good Standing Certificate with respect to the Seller, dated as of a date no earlier than ten (10) days before the Closing Date;
(k) a Tax Certificate with respect to the Seller, dated as of a date no earlier than ten (10) days before the Closing Date;
(l) a copy of the Board Resolutions of the Seller, certified by the Secretary of the Seller as of the Closing Date;
(m) a copy of the articles of incorporation of the Old Company, including any certificate of merger required in connection with the Reorganization, certified by the Secretary of State of the State of California as of a date not earlier than ten (10) days bef...
Selling Parties’ Deliveries. At Closing, the Selling Parties shall deliver to Purchaser the following:
(a) Share Certificates. Certificates representing the Shares, each such certificate to be duly and validly endorsed in favor of Purchaser or accompanied by a separate stock power or assignment duly and validly executed by registered holders of the Shares and otherwise sufficient to vest in Purchaser good title to such Shares.
Selling Parties’ Deliveries. At the Closing, the Company Shareholders and the Company shall deliver the following to Hightimes and the Buyer:
(a) 100% of the issued and outstanding Company Shares, duly endorsed for Transfer;
(b) The Closing Date Balance Sheet;
(c) A secretary’s certificate for the Company attaching and certifying its (i) Governing Documents; and (ii) duly executed resolutions of the board of directors of the Company (A) approving this Agreement, the Exhibits hereto and the transactions contemplated hereby, (B) providing for the resignations of all members of the board of directors of the Company, other than the Company Shareholders, and (C) adding three representatives of Hightimes as members of the five person board of directors of the Company;
(d) Duly executed Lockup Agreements;
(e) The Employment Agreements duly executed by each of Cxxxxxx Xxxxxxx and Kxxxxxx Xxxxxxx.
(f) Approval or consent from the City of Sacramento approving Buyer as the new owner of Company, an Owner of the City License;
(g) Withdrawal of Company Shareholders as Owners of Company filed with and accepted by the City of Sacramento;
(h) Approval or consent from the State of California BCC approving Buyer as the new owner of Company and, thereby, an Owner of the State License; and
(i) Withdrawal of Company Shareholders as Owners of the Company filed with and accepted by the BCC.
Selling Parties’ Deliveries. At the Closing, the Selling Parties shall deliver or cause to be delivered, in form, substance and manner reasonably satisfactory to the Purchaser, the following items:
(a) to the Purchaser's order, the Unit Certificates evidencing the Purchased Units (which may bear any appropriate legend), duly endorsed by the Sellers in blank as of the Closing Date or accompanied by a written assignment of the Units executed by the Sellers and dated as of the Closing Date;
(b) a copy of the certificate of formation of the New Company, including any certificate of merger required in connection with the Reorganization, certified by the Secretary of State of the State of Delaware as of a date not earlier than ten (10) days before the Closing Date;
(c) the original Limited Liability Company Agreement of the New Company, executed by FFPE Holding (as amended to contemplate the addition of JBS Investments, OMS Investments and TDM Enterprises as additional members of the New Company);
(d) the Amended and Restated Limited Liability Agreement of the
